Notice of AGM
Experian Group Limited
18 June 2007
EXPERIAN GROUP LIMITED
(THE 'COMPANY')
ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2007, NOTICE OF 2007
ANNUAL GENERAL MEETING AND PROXY FORM
Copies of the above documents have been submitted to the UK Listing Authority
and will be available for inspection at the UK Listing Authority's Document
Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Copies of the above documents will also be available shortly on the Company's
website at www.experiangroup.com.
At the Annual General Meeting to be held at 9.30 am on 18 July 2007 at the Four
Seasons Hotel, Simmonscourt Road, Dublin 4, Ireland, special resolutions
(Resolutions 18 and 19) to amend the Articles of Association of the Company will
be proposed. A summary of the resolutions, the reasons they are being proposed
and the proposed changes to the Articles of Association are set out below.
Electronic Communications and amendments to the Articles of Association
Changes to UK company law now allow UK companies to make increased use of
electronic communications with shareholders (including publication of documents
on websites). This legislation goes beyond what is currently permitted by the
Company's Articles of Association but does not apply to the Company because it
is a Jersey company.
In order to enable the Company to communicate with its shareholders in the same
way as if it were a UK company (to the extent permitted by Jersey law), the
Company is proposing certain changes to its Articles of Association. These
changes will allow the Company:
• to provide all company notices, documents and other information
('shareholder information') to shareholders electronically, provided that they
agree to this and provide an appropriate (e.g. email) address; and
• to send or supply shareholder information by means of a website to
shareholders who agree (or, except as noted below, are deemed to agree) to this
form of communication.
Where shareholders agree (or are deemed to agree) to communication of
shareholder information by means of a website, shareholders must be notified of
the availability of the relevant document or information on the website, the
address of the website, the place on the website where it may be accessed and
how to access the document or information. This information will be provided to
shareholders by post or email (if they have provided the Company with an email
address for this purpose).
Shareholders will be deemed to have agreed to this form of communication if they
fail to make a positive election to receive shareholder information in hard copy
form, although in such circumstances they will continue to receive hard copies
of notices of general meetings and proxy forms as currently required under
Jersey law.
The purpose of Resolution 18, which is to be proposed as a special resolution,
is to seek general authority from shareholders to send or supply documents or
information to shareholders in electronic form (e.g. by email) or by means of a
website and to approve related changes to the Company's Articles of Association.
The Company believes that these changes will enable it to benefit from
significant savings in terms of administration, printing and posting costs. It
will also speed up the communication of information to shareholders in a
convenient form, whilst at the same time delivering significant environmental
benefits through reduced use of paper and energy.
These changes are outlined in further detail under the heading, Part A, below.
Other amendments to the Articles of Association
It is also proposed that the Company's Articles of Association be changed:
• to conform the provisions in the Company's Articles of Association with
the recent changes to the UK Listing Rules and Disclosure and Transparency Rules
relating to shareholder notifications;
• to allow the Directors to request that information requested by the
Company to investigate interests in shares be provided within a reasonable time
specified in such request;
• to include a new shareholder right to call for an independent audit of
poll results (to mirror the right granted to shareholders under the UK Companies
Act 2006);
• to update certain cross-references to the UK Companies Act 1985 to the
relevant provisions under the UK Companies Act 2006;
• to change where the Company is able to keep copies of Board and
committee minutes; and
• to enable the Company to provide summary financial statements (if it
decides to produce them) to shareholders who elect (or are deemed to elect) to
receive them rather than the full annual report and accounts (reflecting the
position under UK law).
The proposed changes to the Company's Articles of Association, other than those
relating to electronic communications, are explained in more detail under the
heading, Part B, below.
Summary of the principal changes to the Company's Articles of Association
Introduction
The proposed changes to the Company's Articles of Association deal with (i)
e-communications and the use of websites to communicate with shareholders; (ii)
recent changes to the UK Listing Rules and Disclosure and Transparency Rules
relating to shareholder notifications; (iii) changes to the time in which
shareholders can respond to Company investigations regarding interests in
shares; (iv) shareholder rights to require an independent audit of the results
of a poll; (v) certain minor changes to the provisions relating to where Board
and committee minutes may be kept; (vi) updating references to the UK Companies
Act 1985 with references to the UK Companies Act 2006, where appropriate; and
(vii) the provision of summary financial statements to shareholders who elect to
receive them rather than the full annual report and accounts.
Part A
Electronic Communications
Article 144 - Electronic Communication
Under the current Articles of Association of the Company, the Company is
currently able to send or supply notices, documents and other information
('shareholder information') to shareholders by electronic means or by means of a
website if they have provided an email address. The proposed changes to Article
144 will extend the ability of the Company to send shareholder information to
shareholders by electronic means and/or by making them available on a website as
follows:
For shareholders who have elected to receive shareholder information by
electronic means, the Company will be able to send all shareholder information
to them by email or notify them by email of shareholder information available on
a website.
Shareholders who do not elect to receive shareholder information by electronic
means will, unless they elect to receive shareholder information by hard copy,
be deemed to have elected to receive communications by electronic means if they
fail to make any election within 28 days (or such later time as is specified in
the election form) of being asked to do so. Shareholders will be notified by
hard copy that shareholder information is available on a website. This will not
apply to notices of general meeting and proxy forms which will continue to be
sent in hard copy unless a shareholder has elected to receive information by
electronic means.
Shareholders who elect to receive shareholder information by hard copy will
continue to do so.
To the extent permissible by Jersey law, these changes are consistent with the
e-communications provisions contained in the UK Companies Act 2006.
Article 74 - Deposit of form of proxy
Article 138 - Service of notices
Article 139 - Joint holders
Article 140 - Deceased and bankrupt members
Article 141 - Overseas members
Article 142 - Suspension of postal services
The proposed changes to these Articles of Association are to reflect the
proposed changes to Article 144 described above. They broadly seek to maintain
the effect of the existing Articles of Association to the extent consistent with
market practice being adopted in the UK in light of the e-communications
provisions contained in the UK Companies Act 2006.
Article 73 - Form of proxy
Article 90 - Nomination of Director for election
Article 130 - Waiver of dividend
Article 143 - Signature or authentication of documents sent by electronic means
The current Article 143 provides a mechanism for the Company to recognise
authentication of documents sent to it by shareholders. The proposed changes to
Article 143 give the Company greater flexibility in how it decides to recognise
authentication of documents sent to the Company by shareholders and the proposed
changes to Articles 73, 90 and 130 are consequential to this change.
Part B
Other changes to the Articles of Association
Article 14 - Trust etc. interests not recognised
Article 16 - Notification of interests in shares
Article 16 currently sets out the circumstances in which a shareholder must give
notice to the Company that it has acquired an interest in shares in the Company
above certain thresholds and generally follows the provisions of the UK
Companies Act 1985. The relevant provisions of the UK Companies Act 1985 have
now been repealed and have been replaced with shareholder notification
obligations contained in the Disclosure and Transparency Rules. The proposed
changes to Articles 14 and 16 are to align shareholder notification obligations
under the Company's Articles of Association with those contained in the
Disclosure and Transparency Rules for UK issuers.
Article 17 - Power to investigate interests in shares
Article 17 currently provides that where the Company requests information
concerning a persons' interest in any shares of the Company, a response to such
request must be given within 14 days. The proposed changes provide greater
flexibility as to the time period that can be required for such response.
Article 63.2 - Audits of poll results
The UK Companies Act 2006 adds a new right for the shareholders of a quoted
company to require its directors to obtain an independent report on any poll
taken at a shareholders' meeting. The changes proposed as a new Article 63.2 are
to create a similar right for shareholders in the Company.
Article 2 - Interpretation
Article 15 - Provisions applicable to Article 17
Article 102 - Restrictions on voting
Article 103 - Directors' interests - general
The definition of a 'connected person' for the purpose of the Articles of
Association was previously linked to that in Part VI of the UK Companies Act
1985. Part VI of the UK Companies Act 1985, which contained the definition of
'connected persons', was repealed on 20 January 2007 and replaced with a similar
definition in Part 22 of the UK Companies Act 2006. The amendment to these
articles reflect this change. In addition, it is proposed that the definition of
'subsidiary undertaking' in Article 2 is updated to refer to the definition in
the UK Companies Act 2006.
Article 115 - Minute Book
Article 115 currently provides that all minutes of meetings must be kept at the
registered office of the Company in Jersey. The proposed changes allow greater
flexibility as to where the minutes of meetings of the Board and its committees
may be kept, reflecting that the Company may wish to maintain the minute books
in respect of such meetings in the Republic of Ireland, where its Corporate
Headquarters are located.
Article 134 - Copies of accounts for members - summary financial statements
Article 134 currently provides that all shareholders must be provided with a
copy of every balance sheet and profit and loss account which is to be laid
before a general meeting (including the full notes etc.).
It is proposed that Article 134 is amended to allow the Company to choose to
produce and provide summary financial statements instead of a full copy of the
annual report and accounts, where shareholders make an election (or are deemed
to make an election) to receive such summary financial statements in the same
way as is permitted under UK law.
The full text of the Articles of Association, as it is proposed that they be
amended, will be available shortly on the Company's website at
www.experiangroup.com.
For further information:
Ronan Hanna
Deputy Company Secretary
Tel: + 353 1 846 9128
This information is provided by RNS
The company news service from the London Stock Exchange